Putting together THR's roundtables always is a complicated affair, but perhaps none this year was quite as tricky as the Actress Roundtable. First came the matter of coordinating six busy performers' schedules -- a project that began way back in the summer and especially was complex given that 12 Years a Slave's Lupita Nyong'o, 30, lives in Brooklyn, Emma Thompson (Saving Mr. Banks), 54, in London, and Amy Adams (American Hustle, Her), 39, has been juggling back-to-back movies.

Next came the challenge of getting enough time with the actresses to include an hourlong conversation, the requisite grooming, behind-the-scenes video and an elaborate photo shoot. Finally came the complication of having each participant's lawyer vet television releases so that this roundtable can be broadcast in December on PBS. With all this, it's no surprise that the final t's were crossed mere hours before the roundtable got underway Nov. 9 in Los Angeles, when an amazingly candid conversation took place among Nyong'o, Thompson, Adams, Oprah Winfrey (Lee Daniels' The Butler), 59, Julia Roberts (August: Osage County), 46, and Octavia Spencer (Fruitvale Station), 43. A few tears were shed.

What's the best or worst piece of advice you've been given in Hollywood?

JULIA ROBERTS: It's going to be a long hour.

OCTAVIA SPENCER: Well, I'll break that ice. When I first started acting, my acting teacher said, "Imagine if you're doing a scene and someone is out in the hall. If it sounds like you're doing a scene, you're doing a scene. If it sounds like you're actually having a conversation, you're having a conversation."

EMMA THOMPSON: I've got one, I've got one! My godfather was a sort of writer, philosopher, gay man, extraordinary, and he was a director of theater, and he gave my mum a piece of advice. I think it applies to everything. He said, "Onstage, imagine you've got a fire burning in your dressing room." There's something going on elsewhere; it takes your mind off acting.

OPRAH WINFREY: I was in The Color Purple, 1985. I didn't know anything about acting. I'd never even been to Universal Studios. So I walked in -- first scene, first day, Steven Spielberg -- and I looked directly in the camera because that's what you do on television. I walked in and went, "How you doing, Miss Celie?" And he went, "Cut! Cut! Cut! What is wrong with you?" And I'm standing there, trembling. "Where are you looking?" I go, "I'm looking at the camera." He goes, "Miss Celie's over there!" [I was] terrified. And then there was a scene where he asked me to cry. I loved being in that film so much, it just changed everything in my life, and I came to set even when I didn't have to work, and I'd be in the background crying. So Steven goes, "I want you to do that this afternoon." Well, I had no idea how to make that happen again. I had no technical skills, and when the scene was being filmed, I couldn't cry. I could hear the film turning in the camera, and the entire room waiting for me to cry …

ROBERTS: You need to think about the fire.

WINFREY: I should have thought about the fire. I was like, "Oh my God!" So that night, I was in my motel room, crying. [Actor] Adolph Caesar heard me on the other side of the wall. He comes and knocks on the door, and says, "What is all of this goddamn noise?" He gave me the greatest acting lesson. He said: "You need to learn to give yourself over to the character. Let the character take control. And if she wants to cry, she'll cry, and if she doesn't, not even Steven Spielberg can make her."

ROBERTS: Wow. I'm not hanging around the right people. I'm going to make some calls.

LUPITA NYONG'O: My teacher at Yale, Ron Van Lieu, once said, "It feels like it's all about you, but it's not about you at all. It's about the person you're playing." And that always helps me get out there and do the thing I've been hired to do. I am fighting for what my character wants, and if I'm pursuing that, then I'm good.

WINFREY: Wow, are you good.

AMY ADAMS: You spoke of Steven -- he gave me some amazing advice. I wasn't able to cry for him -- me, too -- in Catch Me If You Can, and through tenderness he came up to me and said: "Can you close your eyes for me? Think about Brenda, think about how much she loves and how much she has to give." I opened my eyes, and he goes, "Let go and lead with this."

WINFREY: Oh, I could just cry right now.

ADAMS: And when Steven Spielberg tells you to do that, you can cry.

What's the scariest moment you've had?

ROBERTS: Is this therapy? Like, are we talking about life? (Laughter.)

ADAMS: I was trapped in the Atlas Mountains on Charlie Wilson's War. That was scary.

ROBERTS: [Amy and I] were filming in Morocco, and they had built this refugee camp at the top of the Atlas Mountains, and this storm came and blew the camp away and destroyed the roads, and I had two very small children to get back to in Marrakech. It was bananas.

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THOMPSON: Ang Lee, on Sense and Sensibility, said, "Don't look so old." That was scary.

SPENCER: [In] Fruitvale Station, I played a real person, and there's a responsibility that is owed and a life that extends beyond the screen. And having to imagine losing a child. Those are places that you just don't go.

THOMPSON: Well, apart from the muff shot and things like that -- but let's not go there (laughter) -- there was a patch of time when I was in my 30s and just started [being offered] a whole string of roles that basically involved saying to a man, "Please don't go and do that brave thing. Don't! No, no, no, no, no!" That's a trope, the stock woman who says, "Don't do the brave thing." I said no to all of them. I'm so proud.

Are people writing better parts for women now?

SPENCER: Well, you have a fresh crop of female writers, and men are writing better parts for women and realizing that women can open films. I think we're making strides. We're not there yet, but I'm really excited about the past couple of years.

THOMPSON: What the ding-dong heck is going on if this is still something we're talking about?

WINFREY: I love that, with "the ding-dong heck."

THOMPSON: You can have it, you can use it.

WINFREY: Well, look at our culture.

ADAMS: It's what sells, right? It's a business. It will make a difference when we as women can support each other and celebrate each other.

ROBERTS: Yeah, but those women are like, "Well, I would love to do that. But I have to make dinner, and then make lunch for tomorrow."

WINFREY: I'm curious as to how your acting changed when you had the children.

ROBERTS: Well, it certainly decreased a great deal, but I had been working for 18 years when I had Hazel and Finn almost nine years ago. So I felt like I earned that time in my house and in my kitchen and in bed all day with these two little people. I felt that was my present to myself. I was fortunate to work a lot, and I worked hard, and I was very devoted to that, and then I earned this jewel box of a life that I felt completely entitled to. It still is really important, but it has made me take more things into consideration. August: Osage County was the first time I left my family to go work. And I almost didn't do it because I just felt so heartsick at the idea. I'd never been away from my children.

Lupita, how did you prepare to take on 12 Years a Slave?

NYONG'O: It was tough. I knew I couldn't go about it in any sort of method way because I would have not survived the experience. I was always so close to tears, and plenty of times, I'd be in my hotel room, just crying.

WINFREY: When you do something like that, do you somehow touch the energy space of the ancestors? When I did Beloved, I [had] a collection of slave memorabilia. I have the names of the slaves on my wall. I have them all listed by their names and their prices. You see the horse cart and the shoes, and the donkey and the lamb, as listed with "Sam" and "Anne."

Lupita, you worked behind the scenes on films before acting. How is it different in front of the camera?

NYONG'O: I worked on The Constant Gardener. I was first production assistant, so I was in charge of making sure that Ralph Fiennes and Rachel Weisz got to where they needed to be.

ROBERTS: See, there's always a gorgeous girl in the trailer park who's outside with the walkie-talkie.

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NYONG'O: That was the first film that I worked on, and I would escort Ralph from his tent because in Kenya we don't have trailers, and he was always in some sort of funk, in a zone, and I would be like, "So, what was your favorite movie to work on?" You know, just trying small talk because the silence was uncomfortable for me. And he would be trying to be polite, but he really didn't want to speak to me. And now I understand! (Laughter.) That's such a precious moment, when an actor is approaching the set.

Do you still have to audition for things?

ADAMS: I've been on so many auditions, I started treating it as my acting class. I would just pretend I was shooting the scene because I figured I had to learn from it. But the problem was, then I thought I could experiment, and so I just did some really dumb things. I would go in and wear costumes, take props. I think sometimes they just thought I was mad.

THOMPSON: Do you mean you felt that you'd sacrificed small portions of personal dignity?

ADAMS: Well, that, yeah.

THOMPSON: Which I think is vital in this profession. It's all far too respectable now.

ADAMS: I said that a long time ago: "My dignity is just that."

THOMPSON: Actors should really be beyond the pale! We really should. My father married my mother [actress Phyllida Law], and my grandmother locked herself in the toilet for a couple of days because "actress" was still synonymous with "whore." Or, as you say here, "ho." (Laughter.)

WINFREY: I remember when I said I wanted to be an actress as a teenager. My father said, "No daughter of mine is going to go out there ho-ing herself." And I made a decision then: "Well, all right, I will still major in speech and drama, but perhaps I'll have to teach it or defy my father." But there was always that in the back of my mind: You got to ho in order to act.

So you would have become an actress if it weren't for your father?

WINFREY: I probably would have been more strident about it, but in our household it was very clear, "I don't want that to happen." So I was looking for an alternative. But still, as anybody knows who feels that inside, I felt the yearning to act. I remember doing an interview with Dustin Hoffman, and he said just casually, "Oprah, you know you want to be on the other side." And I almost started to cry in that moment. [But] after Beloved, I realized it was too hard to manage both.

Did you find yourself rusty for The Butler?

WINFREY: Well, I worried that I might be rusty because it's like picking up your instrument and you hadn't touched it in 15 years. I said [to director Lee Daniels], "I don't know, Lee." And I called [actress] Susan Batson and told her, "There's a lot of crying in this movie." I told her my whole Steven Spielberg story. And she said: "You still have it. You haven't closed up all those spaces."

Do you worry when you take on a role that you have such a strong personal brand that the character has to be in line with what your audience expects?

WINFREY: No, no, I wasn't worried about that, nor have I ever been worried about that. What I've been worried about is the people getting over the "Oprah" factor. Because everybody's going in there expecting to see me as you've seen me for 25 years.

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Would you play a villain?

WINFREY: I would, but there is a limit to the amount of darkness I want to bring into my own personal space.

NYONG'O: What was so extraordinary about Patsey was that she was filled with so much light despite the darkness. [Writer] Khalil Gibran says, "The deeper sorrow carves itself into your being, the more joy you can contain." That was my experience of working on 12 Years a Slave.

Is there any one role you would love to play?

ROBERTS: No, I'm good. I don't want to be greedy, I'm happy with the lot that I've had so far. Everybody say no, so I don't seem weird! (Laughter.)

ADAMS: I'm such a nerd. I just love musicals; I would love to go and do a musical on Broadway.

WINFREY: Well, that invitation's coming as soon as this gets out.

THOMPSON: I did a musical for 15 months, during which I had to be incredibly cheerful, and after six months I was clinically depressed. Seriously. You have no life. Literally, you just, you have the energy for the show. It's singing, it's dancing, neither of which I was properly trained in, so I was terrified anyway, and then you can't go out, you can't drink, you can't …

ADAMS: Maybe I'll just do a benefit or something. Two-night-only kind of thing.

THOMPSON: Look, you'd be brilliant.

ADAMS: I have a young daughter, so …

WINFREY: But don't you have all day to be with your children?

ROBERTS: No, not really. That is the lie.

WINFREY: That is the lie because you're [consumed by] it from the time you wake up in the morning.

ROBERTS: The first time I worked after I had Finn and Hazel was a play [Three Days of Rain on Broadway] for four months. And they were a year-and-a-half old, and there was a little place in the theater for them to play, and Paul Rudd's son was just younger than they were. It seemed perfect: "I'll be at work while they're sleeping, and nothing about our life will be any different." And then cut to me standing at an elevator waiting to go to work, literally pulling my own hair out. I went a little bit cuckoo.

Julia, you just worked with Meryl Streep. What surprised you about her?

ROBERTS: She has the great balance. In her life, acting is a very sort of casual element of it. I like that balance.

THOMPSON: I've snogged her. (Laughter.) And what I learned was, you have to use tongues even if you're not a lesbian.

ROBERTS: Tongue-kissing Meryl Streep.

THOMPSON: We had to do a snog. The angel gives her an orgasm in Angels in America. Mike Nichols can get anyone to do anything.

WINFREY: That's right, that's true. I might let the dark side in, just for Mike.

THOMPSON: Oh, I just try and stop showing off for 10 bloody minutes. Because you can't keep on giving out all that energy. You know, you have to go away and recharge.

WINFREY: Thank you for saying that because I love spending so much time alone; sometimes my best friend Gayle says, "What are you doing?" I say, "I'm just alone with my thoughts." I have to retreat because you're giving out so much energy all the time.

SPENCER: You have to take a second away. For me, writing is a way to …

ROBERTS: Oh, you wrote your book. I have to get that for my Hazel.

What's the book?

SPENCER:Randi Rhodes, Ninja Detective. I'm a big mystery buff.

Is that why you're doing NBC's Murder, She Wrote pilot? Because you like mysteries?

SPENCER: Really, yeah. But I'm a short, cute, chubby woman. There are fewer and fewer roles that I haven't done already, or archetypes that I haven't played, and to break out of that box, the most interesting stuff is television.

Whose career would you love to emulate?

NYONG'O: Hold on. (Takes a tissue.) When I was a little girl, the first time I thought I could be an actor was when I watched The Color Purple.

WINFREY: Oh my God, give me a tissue.

NYONG'O: I grew up in Kenya, and a lot of our programming was from all over the world, and we didn't see ourselves onscreen. It was very rare that you'd see people that look like me. And there was Whoopi Goldberg and Oprah and everything. It's so meaningful to be sitting here beside you.